Common use of With Consent of Holders of Notes Clause in Contracts

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendmentamount, supplement or waiver; (b) reduce the principal of any premium or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (cb) reduce the rate (or alter the method of computation) of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration; (d) make the principal of or premium, if any or interest on any Note payable in money currency other than that stated in the Notes; (e) change any place of payment where the Notes of any series or interest thereon is payable; (f) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal ofof or premium, premiuminterest, if any, or interest on the NotesNotes and to institute suit for the enforcement of any such payments; (g) make any change in the foregoing amendment and waiver provisions; or (fh) provide for reduce the release percentage in principal amount of any material Pledged Equity Interests (as such term is defined in Notes, the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of which is required for any of the foregoing modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections Section 6.04 and Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or may be waived with the Security Documentsconsent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of the Base Indenture, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amendment or waiver and such supplemental indenture (if any) comply with the Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Section 6.04 and Section 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) reduce the principal of or extend the Stated Maturity of any Note; (d) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as set forth in Section 3.07; (e) make any Note Notes payable in money other than that stated in the Notes; (ef) impair the right of any Holder of Notes to receive payment of principal of and interest on such Note on or after the due dates therefore or to institute suit for the enforcement of such payment on or with respect to such Holder’s Notes; or (g) make any change in the amendment provisions of this Indenture governing waivers of past Defaults which require each Holder’s consent or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documentswaiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendmentamount, supplement or waiver; (b) reduce the principal of any premium or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (cb) reduce the rate (or alter the method of computation) of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration; (d) make the principal of or premium, if any or interest on any Note payable in money currency other than that stated in the Notes; (e) change any place of payment where the Notes of any series or interest thereon is payable; (f) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, premiumpremium or interest, if any, or interest on the NotesNotes and to institute suit for the enforcement of any such payments; (g) make any change in the foregoing amendment and waiver provisions; or (fh) provide for reduce the release percentage in principal amount of any material Pledged Equity Interests (as such term is defined in Notes, the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of which is required for any of the foregoing modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and consent to amendments or any of supplements to the Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note; or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; (5) make any Note payable in money other than that stated in the Notessuch Note; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) reduce the premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the time at which any Note may be redeemed as described under Section 3.07 (other than any change to the notice periods with respect to such redemption); (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Xxxxxx’s Notes; (9) make the Notes (or any Guarantee) subordinated in right of payment to any other obligations or otherwise modify the ranking of the Notes in a way that would materially adversely affect the Holder; or (f10) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsthese amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the Notes; or (fg) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests Note (as such term is defined other than a payment required by Sections 3.09, 4.10 and 4.15 hereof). (h) make any change in Section 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Notes Notes, the Subsidiary Guarantees or any of the Security Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Subsidiary Guarantees or the Security DocumentsCollateral Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the request of the Issuer Issuers accompanied by a resolution of their Management Committee or Board Resolution of Directors, as applicable, authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Issuers or the Subsidiary Guarantors with any provision of this Indenture, the Subsidiary Guarantees, the Collateral Documents or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption price payable upon redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this the Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, premium, if any, or interest or premium on the Notes; or; (f7) provide for release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) Indenture, except in accordance with the terms of this Indenture; (8) waive a redemption payment with respect to any Note or modify the Security Documentsobligations of the Issuers to make offers to purchase Notes (i) upon a Change of Control after the occurrence of a Change of Control or (ii) from the proceeds of one or more Asset Sales after the aggregate amount of Excess Proceeds from such Asset Sales exceeds $5.0 million; (9) release all or substantially all of the Collateral from the Lien of the Indenture or the Collateral Documents (except in accordance with the provisions thereof); or (10) make any change in the preceding amendment and waiver provisions. Any amendment to, or waiver of, the provisions of any of the Collateral Documents relating Section 4.12 hereof or the security provisions of this Indenture will require the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in connection with a tender offer any manner or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive eliminating any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture, Indenture or the Notes or of modifying in any manner the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent rights of the Holders under this Section 9.02 to approve Indenture, including the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale, (4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes, (5) modify any of the provisions with respect of this paragraph or provisions relating to the redemption waiver of the Notes (provided defaults or certain covenants, except to increase any such percentage required for such actions or to provide that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any certain other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal ofeach outstanding Note affected thereby, premium, if any, or interest on the Notes; or (f6) provide for the release of any material Pledged Equity Interests Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal ofof or premium, premiuminterest or Liquidated Damages, if any, or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) alter the ranking of the Notes relative to other Indebtedness of the Company; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; (5) make any Note payable in money other than that stated in the Notessuch Note; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) reduce the premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the time at which any Note may be redeemed as described under Section 3.07 (other than any change to the notice periods with respect to such redemption); (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make the Notes (or any Guarantee) subordinated in right of payment to any other obligations or otherwise modify the ranking of the Notes in a way that would materially adversely affect the Holder; or (f10) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsthese amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) release any Lien on the Collateral, except in accordance with Section 11.04 hereof; (k) make any change in the provisions of Section 4.19 hereof in a manner adverse to the Holders; or (fl) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes and any Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). The determination as to which Notes are considered to be "outstanding" for purposes of this Section 9.02 shall be made in accordance with the Security Documentsprovisions of Section 2.08 hereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; or; (fg) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests (as such term is defined Note or make any change in Sections 4.10, 4.15, 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend or supplement as provided in Section 10.13 or Section 12.13, this Indenture, the Notes or any of the Security Documents Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsNote Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.2, 6.4, 6.7, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.9, 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.4 or 6.7 hereof; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or (h) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Financial Indebtedness of the Company or in any Note Guarantees relative to other Financial Indebtedness of the Guarantors, in either case in a manner adverse to the Holders; (i) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) release any Lien on the Collateral, except in accordance with Section 11.04 hereof; (k) make any change in the provisions of Section 4.21 or 4.22 hereof in a manner adverse to the Holders; or (fl) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be “outstanding” for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce change the stated maturity of the principal amount of Notes whose Holders must consent to an amendmentof, supplement or waiverinterest on, any Note; (b) reduce the principal amount of or change the fixed maturity of any Note or alter or waive interest on any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate amount of or extend principal payable upon acceleration of the time for payment maturity of interest, including default interest, on any Note; (d) make change the place or currency of payment of principal of, or any Note payable in money other than that stated in the Notesinterest on, any Note; (e) make impair the right to institute suit for the enforcement of any change in payment on, or with respect to, any Note; (f) modify the provisions with respect to the purchase right of the Holders upon a Change in Control in a manner adverse to Holders; (g) modify the subordination provisions in Article 5 hereof in a manner materially adverse to the Holders of Notes; (h) adversely affect the right of Holders to convert Notes pursuant to Article 4 hereof other than as provided in this Indenture; (i) reduce the percentage in principal amount of outstanding Notes required for modification or amendment of this Indenture governing waivers provided for in this Article 11; (j) reduce the percentage in principal amount of past Defaults or the rights outstanding Notes necessary for waiver of Holders to receive payments of principal of, premium, if any, or interest on the Notescompliance set forth in Section 8.04 and Section 8.07; or (fk) modify provisions with respect to Section 11.02 hereof, except to increase the percentage required for modification or waiver or to provide for the release consent of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms each affected Holder of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), andthe Issuer, with such consent the Guarantors and subject the Trustee may enter into an indenture or indentures supplemental to Sections 6.04 and 6.07 hereof, may waive this Indenture for the purpose of adding any existing Default provisions to or Event of Default (other than a Default changing in any manner or Event of Default in the payment eliminating any of the principal of, premium, if any, provisions of this Indenture or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with of modifying in any provision manner the rights of the Holders of the Notes under this Indenture, including the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive any reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor; (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification is made after the time that the Company is required to make an Offer to Purchase in connection with respect to a Change of Control or Asset Sale; (4) modify or change any provision of this Indenture affecting the redemption ranking of the Notes (provided that this subsection (b) shall not be deemed to apply to or any alteration of or waiver with respect Note Guarantee in a manner adverse to the definition Holders of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e5) make modify any change in of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal of, premium, if any, or interest on the Noteseach outstanding Note affected thereby; or (f6) provide for the release of any material Pledged Equity Interests Note Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer); or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Issuer Guarantors and the Trustee may amend or supplement this Indenturemay, the Notes or any of the Security Documents with the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in connection with a tender offer any manner or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive eliminating any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture, Indenture or the Notes or of modifying in any manner the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent rights of the Holders under this Section 9.02 to approve Indenture, including the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control Triggering Event or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control Triggering Event or such Asset Sale, (4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes, (5) modify any of the provisions with respect of this paragraph or provisions relating to the redemption waiver of the Notes (provided defaults or certain covenants, except to increase any such percentage required for such actions or to provide that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any certain other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal ofeach outstanding Note affected thereby, premium, if any, or interest on the Notes; or (f6) provide for the release of any material Pledged Equity Interests Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in this Section ‎Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Security Documents, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections ‎Section 6.04 and ‎Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections ‎2.08 and ‎2.09 hereof shall join with determine which of the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this ‎Section 9.02. The consent of the Holders of Notes under this Section ‎Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Issuer Issuers shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 ‎Section 3.09, ‎Section 4.10 and ‎Section 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated in the Notestherein; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions as it relates to Notes; (h) impair the contractual right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from ‎Section 4.14 or ‎Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale); (i) make any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreementj) except in accordance with as expressly permitted by this Indenture, modify the terms of the Security DocumentsGuarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or any of the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees or the Security Documents. Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of Holdings authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.05 hereof, the Trustee shall and the Collateral Agent will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Issuers will mail (or transmit otherwise in accordance with the applicable procedures of DTC) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of the Note Documents. However, without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver except with respect to the definition of the term "Excess Cash Flow" Sections 3.09, 4.10 or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof4.15); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, or interest on on, the Notes; or; (f7) provide for the waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10 or 4.15); (8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the preceding amendment, supplement and waiver provisions. (e) In addition, any amendment to, or waiver of, the provisions of this Indenture, any Security Document or the Intercreditor Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or subordinating Liens securing the Notes (except as permitted by the terms of this Indenture, the Security DocumentsDocuments and the Intercreditor Agreement) will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. (f) For the avoidance of doubt, the determination of whether any amendment, supplement or waiver has been consented to shall, where applicable, include any Additional Notes that have been issued under this Indenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 4.8 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults changes to Sections 6.4 or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes6.7; or (f) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) make any change in the provisions of Section 4.19 hereof in a manner adverse to the Holders; or (fk) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.06 and 4.07 hereof), the Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of the Guarantors (in the case of Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee shall join with the Issuer Issuers and each of the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal stated rate of or change extend the fixed maturity stated time for payment of interest on any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate principal of or extend the time for payment Stated Maturity of interest, including default interest, on any Note; (d) reduce the premium payable upon the redemption of any Note as described above under Section 3.07, or change the time at which any Note may be redeemed as described above under Section 3.07, or make any change under Section 4.06 after the occurrence of a Change of Control, or make any change to the provisions relating to an Asset Disposition Offer that has been made, in each case whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) make any Note payable in money other than that stated in the NotesNote; (ef) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (g) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; (h) modify the Guarantees in any manner adverse to the holders of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (fi) provide for make any change to or modify the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms ranking of the Security DocumentsNotes that would adversely affect the Holders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer forfor the Notes); provided that if any amendment, waiver or purchase ofother modification would only affect the Senior Cash Pay Notes or the Senior Toggle Notes, only the consent of the holders of at least a majority in principal amount of the then outstanding Senior Cash Pay Notes or Senior Toggle Notes (and not the consent of at least a majority in principal amount of all of the then outstanding Notes), andas the case may be, with such consent shall be required. Sections 2.08 and subject 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or (f11) provide for after the release Issuer’s obligation to purchase Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment to, or waiver of, the subordination provisions of this Indenture with respect to the Guarantees (or the component definitions used therein), if adverse to the interests of the holders of the Designated Senior Indebtedness of the Guarantors, may be made without the consent of the holders of a majority of such Designated Senior Indebtedness (or their Representative), and (2) no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below (a) With the consent of (i) the Holders of not less than a majority in this Section 9.02aggregate principal amount of the outstanding Notes, the Issuer Issuer, the Guarantors and the Trustee may amend enter into an indenture or supplement indentures supplemental to this Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions herein, and (ii) the holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in any of manner the Security Documents with or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Collateral, release the Lien on such Collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Issuer to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change Control, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive the requirement to make or complete an Offer to Purchase, (4) subordinate, in right of payment, the Notes to any existing Default or Event of Default (other than a Default or Event of Default in the payment Debt of the Issuer, (5) modify any of the provisions of this Section 9.2 or provisions of Section 6.4 of this Indenture relating to waivers of past payment defaults or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on the Notes, except a payment default resulting from an acceleration to increase any such percentage required for such actions or to provide that has been rescinded) or compliance with any provision certain other provisions of this Indenture, the Notes Indenture cannot be modified or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of waived without the consent of the Holders as aforesaidHolder of each outstanding Note affected thereby, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities or (6) release any Guarantees required to be maintained under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of this Indenture). (b) In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security DocumentsDocuments or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes (including, for the avoidance of doubt, Additional Notes) then outstanding, voting as one class.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureAgreement (including Section 4.15 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, fees and Additional Interest, if any, or interest on the Notes) under, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of of, this IndentureAgreement, the Notes Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture Agreement or under any Security Document or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Company with any provision of this Agreement or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce change the principal amount maturity of Notes whose Holders must consent to an amendment, supplement or waiverany Note; (b) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of premium, fees or Additional Interest on, if any, or interest on or principal of or the Notes; (c) change the fixed maturity of date on which any Note Notes are subject to redemption or otherwise alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver waive a redemption payment with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money or currency other than that stated in the Notes; (e) make modify or change any change in the provisions provision of this Indenture governing waivers Agreement or its related definitions to affect the ranking of past Defaults the Notes or any Note Guarantee in a manner that adversely affects the Holders; (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Agreement or the Notes; (g) impair the rights of Holders to receive payments of principal of, premium, if any, of or interest on the Notes; (h) release any Guarantor from any of its obligations under its Note Guarantee or this Agreement, other than as permitted by this Agreement; (i) make any change in these amendment and waiver provisions; (j) release Collateral other than in accordance with the procedures set forth in the Security Documents, or amend, waive or otherwise modify any provisions in the Note Documents with respect to the release of Collateral; (k) except as permitted by this Agreement and the Security Documents, create any Lien on the Collateral ranking prior to, or on parity with, the security interest created by this Agreement and the Security Documents or deprive any Holder of the benefit of the Lien of this Agreement and the Security Documents; or (fl) provide for waive a Default or Event of Default in the release payment of principal of or premium or Additional Interest, if any, interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders rescind such acceleration pursuant to Section 6.2). Any amendment to Section 4.15 or the related definitions that could adversely affect the rights of any material Pledged Equity Interests (as such term is defined in Holder shall require the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. In connection with any amendment, supplement or waiver, the Company may, but shall not be obligated to, offer any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or Special Interest, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumor interest or premium or Special Interest, if any, or interest on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.14 hereof); (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions; or (fi) provide for the release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture. In addition, without the Security Documentsconsent of at least 75% in aggregate principal amount of the Notes then outstanding no waiver or amendment to this Indenture may make any change in the provisions of Article 10 hereof that adversely affects the rights of any Holder of Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium and Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of other than Sections 3.09, 4.10 or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof4.15); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note, including Additional Amounts; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumof or interest or premium or Special Interest, if any, or interest on the Notes; or; (f7) provide for the waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or Section 4.15 hereof); (8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of the Security Documentsthis Indenture; or (9) make any change in Section 6.04 or 6.07 hereof or to this Article 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes by the Company (provided that this subsection (b) shall not be deemed to apply to any alteration except other than the provisions of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on on, the Notes (except as permitted in clause (g) below); (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantee relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 B Notes then outstanding, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 B Notes, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 B Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such 2017 B Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such 2017 B Note or alter or waive any of the provisions with respect to the redemption of the such 2017 B Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any 2017 B Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the 2017 B Notes (except a rescission of acceleration of the 2017 B Notes by the Holders of at least a majority in aggregate principal amount of the 2017 B Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any 2017 B Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the 2017 B Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s 2017 B Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 2017 B Notes; (9) make any change to the ranking of the 2017 B Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the 2017 B Notes; or (f11) provide for after the release Issuer’s obligation to purchase 2017 B Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the 2017 B Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the 2017 B Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment or supplement to this Indenture or the 2017 B Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of Intercreditor Agreement, the Security Documents Documents, any Guarantee and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding outstanding, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Intercreditor Agreement, the Security Documents or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing Notes issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidof a majority in principal amount of the then outstanding Notes, and upon receipt other than Notes beneficially owned by the Trustee of the documents described Issuer or its Affiliates (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections 2.08 and 2.09 hereof shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 3.09, Section 4.11 and Section 4.15 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions as it relates to Notes; (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or (f11) provide for make any change to the release provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note. In addition, any material Pledged Equity Interests (as such term is defined in amendment or supplement to, or waiver of, the Pledge provisions of this Indenture, the Intercreditor Agreement) except in accordance with the terms of , the Security Documents, and any Guarantee or the Notes that has the effect of releasing all of the Collateral from the Liens securing the Notes Obligations will require the consent of the holders of at least sixty-six and two-thirds percent of the aggregate outstanding principal amount of the Notes (and the same will be required to reduce such voting requirement).

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security other Notes Escrow Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) single class or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of at least a majority in aggregate principal amount of the documents described Notes then outstanding voting as a single class. Without the consent of each Holder, an amendment or waiver under this Section 8.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal of any Note; (b) extend the Maturity Date of any Note; or (c) amend the provisions of Section 9.01 hereof in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment a manner which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionlegal rights thereunder of any such non-consenting Holder. The Company may, but shall not be obligated to, enter into fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such amended record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental Indenture indenture, whether or other not such amendmentHolders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders Holder of each Note affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note Notes or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.13 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount at maturity of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.04 or 6.07 hereof; (g) waive a redemption payment with respect to any Note (other than a payment described in Section 4.10 or 4.13 hereof); or (h) except as otherwise permitted herein, release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, or amend the provisions herein relating to the release of Guarantors; or (i) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, CDW, the Issuer Guarantors and the Trustee may amend or supplement this the Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereofof the Base Indenture, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Upon the request of the Issuer CDW accompanied by a Board Resolution board resolution of CDW authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, the Trustee shall join with the Issuer CDW in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Required Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer CDW shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer CDW to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; or change the definition of “Required Holders”; (b2) reduce the principal of or change the fixed maturity Maturity Date of any such Note or alter or waive any of the provisions with respect to the redemption of such Note (other than the Notes provisions of Section 4.01(c) and Article XII hereof, except as set forth in clause (provided that this subsection (b10) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofbelow); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Required Holders and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this the Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes or impact the right of any Holder of Notes to institute suit for the enforcement of any payment on or with respect to such Xxxxxx’s Notes; (7) make any change in the amendment and waiver provisions of Section 9.01 hereof or this Section 9.02; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 4.01(c) and Article XII hereof, except as set forth in clause (10) below; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders of the Notes; (10) amend, change or modify in any material respect the obligation of CDW to make and consummate a Change of Control Offer in respect of a Change of Control Repurchase Event that has occurred; or (f11) provide for modify the release of Guarantees in any material Pledged Equity Interests (as such term is defined in manner adverse to the Pledge Agreement) except in accordance with the terms Holders of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 A Notes then outstanding, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 A Notes, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 A Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such 2017 A Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such 2017 A Note or alter or waive any of the provisions with respect to the redemption of the such 2017 A Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any 2017 A Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the 2017 A Notes (except a rescission of acceleration of the 2017 A Notes by the Holders of at least a majority in aggregate principal amount of the 2017 A Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any 2017 A Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the 2017 A Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s 2017 A Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 2017 A Notes; (9) make any change to the ranking of the 2017 A Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the 2017 A Notes; or (f11) provide for after the release Issuer’s obligation to purchase 2017 A Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the 2017 A Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a 2017 A Notes Purchase Offer required to be made or, after such Change or Control has occurred or such requirement has arisen, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the 2017 A Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment or supplement to this Indenture or the 2017 A Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below in the fourth sentence of the final paragraph of this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes by the Company (provided that this subsection (b) shall not be deemed to apply to any alteration except other than the provisions of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on on, the Notes (except as permitted in clause (g) below); (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantee relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. (a) Except as provided below otherwise in Section 9.01 and this Section 9.02, the Issuer Issuer, the Trustee and the Trustee Security Agent (as applicable) may amend or supplement this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or any of the Security Documents Document with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Guarantees may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSections 9.05 and 12.02, the Trustee shall and the Security Agent will join with the Issuer in the execution of such amended or supplemental Indenture indenture or other such amendment document unless such amended or supplemental Indenture indenture or other such amendment document directly affects the Trustee's ’s or the Security Agent’s own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture Indenture, or otherwise, in which case the Trustee or the Security Agent (as the case may be) may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendment. document. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall will mail or otherwise deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail or otherwise deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of such series of Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, any Security Document or any supplemental indenture. However, unless consented to by the holders of at least ninety percent (90%) of the aggregate principal amount of the Notes outstanding affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without the consent of each Holder holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holderholder): (aA) reduce the principal amount of any Notes whose Holders holders must consent to an amendment, supplement or waiver; (bB) reduce the principal of or change extend the fixed maturity of any Note such Notes or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect Section 4.08 and provisions relating to the definition number of days of notice to be given in the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofevent of a redemption); (cC) reduce the rate of or extend change the stated time for payment of interest, including default interest, interest on any Notesuch Notes; (dD) waive a Default or Event of Default in the payment of principal of, or interest or premium on such Notes (except pursuant to a rescission of acceleration of such Notes by the holders of a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (E) make any Note such Notes payable in money currency other than that stated in the such Notes; (eF) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders holders of such Notes to receive payments of principal of, premiumor interest or premium on such Notes; (G) waive a redemption payment with respect to any such Notes (other than a payment required by Section 4.08); (H) impair the right of any holder to receive payment of principal of and interest or Additional Amounts, if any, on such Notes on or interest after the due dates therefor or to institute suit for the enforcement of any such payment on the or with respect to such Notes; or; (fI) provide for make any change in Section 4.10 that adversely affects the release right of any Holder of such Notes in any material Pledged Equity respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuer agrees to pay Additional Amounts, if any, in respect thereof; (J) release all or substantially all of the Security Interests (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of the Security Documents, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement or this Indenture; (K) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (L) make any change in the preceding amendment and waiver provisions. (e) Any amendment, supplement or waiver consented to by at least ninety percent (90%) of the aggregate principal amount of the then outstanding Notes will be binding against any non-consenting holders.

With Consent of Holders of Notes. Except as provided below in this Section ‎‎Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Security Documents, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections ‎‎Section 6.04 and ‎‎Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections ‎2.08 and ‎2.09 hereof shall join with determine which of the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this ‎‎Section 9.02. The consent of the Holders of Notes under this Section ‎‎Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section ‎‎Section 9.02 becomes effective, the Issuer Issuers shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 ‎‎Section 3.09, ‎‎Section 4.10 and ‎‎Section 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated in the Notestherein; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions as it relates to Notes; (h) impair the contractual right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from ‎‎Section 4.14 or ‎‎Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale); (i) make any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreementj) except in accordance with as expressly permitted by this Indenture, modify the terms of the Security DocumentsGuarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium and Additional Amounts, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumof or premium and Additional Amounts, if any, or interest on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in Section 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Notes Note Guarantees or the Security Documents. Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. (b) Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of an Officer’s Certificate certifying the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. Indenture. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend change the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes; or change the date on which any Notes may be subject to redemption (other than with respect to any notice provisions) or reduce the Redemption Price therefor; (4) make any Note Notes payable in money other than that stated in the Notes; (e5) make any change in the provisions of this the Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Notes on or after the Notesstated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or (f) provide for 8) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except Indenture otherwise than in accordance with the terms of the Security DocumentsIndenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Indenture and any Guarantee or Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including voting as a single class, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, in each case other than Notes beneficially owned by the Issuer or its Affiliates. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that this subsection (b) shall any such amendment or waiver does not be deemed to apply to any alteration have the effect of reducing the principal of or waiver changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the definition redemption of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofNotes); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of this Indenture or the Notes that would adversely affect the Holders; or (f10) provide for except as expressly permitted by this Indenture, modify the release Guarantee of any material Pledged Equity Interests Significant Subsidiary (as such term is defined or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Pledge Agreement) except in accordance with the terms of the Security DocumentsHolders.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security Documents. Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. (b) Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee on Officer’s Certificate certifying receipt of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. . (e) Notwithstanding the foregoingSection 9.02(a), without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend change the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes; or change the date on which any Notes may be subject to redemption (other than with respect to any notice provisions) or reduce the Redemption Price therefor; (4) make any Note Notes payable in money other than that stated in the Notes; (e5) make any change in the provisions of this Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Notes on or after the Notesstated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or (f) provide for the 8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of the Security Documentsthis Indenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, premiumof or premium or interest, if any, or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) alter the ranking of the Notes relative to other Indebtedness of the Company; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security Documents. Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. (b) Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. . (e) Notwithstanding the foregoingSection 9.02(a), without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend change the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes; or change the date on which any Notes may be subject to redemption (other than with respect to any notice provisions) or reduce the Redemption Price therefor; (4) make any Note Notes payable in money other than that stated in the Notes; (e5) make any change in the provisions of this Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Notes on or after the Notesstated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or (f) provide for the 8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of the Security Documentsthis Indenture.

With Consent of Holders of Notes. Except as provided in Section 9.01 or below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any Note or alter reduce the premium payable upon redemption or waive change the time at which such Note may be redeemed (excluding any amendment or waiver of any minimum notice period for redemption which may be amended with the consent of the provisions with respect to the redemption Holders of at least a majority of the Notes (provided that this subsection (bthen outstanding) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in as described under Section 1.01 hereof)3.07; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders to receive payments of principal of or interest on the Notes; (7) make any change in these amendment and waiver provisions as it relates to the Notes; (8) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking as to contractual right of payment of the Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or (f11) provide for change the release of any material Pledged Equity Interests (as such term is defined in provisions applicable to the Pledge Agreement) except in accordance with the terms redemption of the Security DocumentsNotes as described under Section 3.09 in any manner adverse to the Holders of the Notes.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.2(f), the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Security Documents and the Notes with the consent of the registered Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Section 6.4 and Section 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture, the Security Documents or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default . (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedb) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture indenture. (c) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendment. Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date, provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to each registered Holder of the Holders affected thereby Notes at such Holder's address appearing in the Security Register a notice briefly describing the such amendment, supplement or waiver. Any failure of the Issuer Company to mail give such noticenotice to all Holders of the Notes, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture the amendment, supplement or waiver. Notwithstanding the foregoing, without . (f) Without the consent of each Holder affectedof an outstanding Note, an amendment no amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):9.2 may: (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;, (bii) reduce the rate of, or extend the time for payment of, interest or Special Interest on any Note, (iii) reduce the principal of or change extend the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof);Note, (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (div) make any Note payable in money a currency other than that stated in the Notes;Note, (ev) make impair the right of any change in Holder of the provisions Notes to receive payment of this Indenture governing waivers principal, and interest or Special Interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of past Defaults any payment on or with respect to such Holder's Notes or any Subsidiary Guaranty, (vi) subordinate the Notes or any related Subsidiary Guaranty to any other obligation of the Company or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; orapplicable Subsidiary Guarantor, (fvii) provide for release any security interest that may have been granted in favor of the release Holders of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with Notes other than pursuant to the terms of the Security Documents, (viii) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.7, (ix) at any time after a Change of Control has occurred, reduce the premium payable upon a Change of Control or change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant thereto, (x) at any time after the Company is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, reduce the purchase price payable in connection with a Prepayment Offer or change the time at which such Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto, (xi) make any change in any Subsidiary Guaranty that would adversely affect in any material respect the Holders of the Notes under this Indenture, or (xii) at any time after the Company is obligated to make an Excess Cash Flow Offer, reduce the purchase price payable upon the repurchase of any Note or change the time at which such Excess Cash Flow Offer must be made or at which the Notes must be repurchased pursuant thereto.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents amended or supplemental Indenture with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or 62 supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingholders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holderholder of Notes): (ai) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 than Sections 3.09 and 4.12 hereof); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any NoteNotes; (div) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders holders of Notes to receive payments of principal of, premium, if any, or interest on the Notes; or; (fvii) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests Note (as such term is defined other than a payment required by Sections 3.09 or 4.12 hereof); (viii) make any change in the Pledge Agreementforegoing amendment and waiver provisions; (ix) except in accordance with modify the terms ranking of priority of the Security DocumentsNotes in any manner adverse to the holders thereof.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes or any of and the Security other Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the foregoingHolders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverchange the Stated Maturity of any installment of principal of any Note; (b) reduce the principal rate of or change the fixed maturity Stated Maturity of any Note or alter or waive interest payment on any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate amount payable upon the redemption of or extend any Note or, in respect of an optional redemption, the time for payment of interest, including default interest, on times at which any NoteNote may be redeemed; (d) after the time an Offer to Purchase or a Change of Control Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (e) make any Note payable in money other than that stated in the NotesNote; (ef) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes or Note Guaranty, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment; (g) make any change in the provisions percentage of this Indenture governing waivers the principal amount of past Defaults the Notes whose Holders must consent to an amendment or waiver; (h) modify or change any provision affecting the rights ranking of the Notes or any Note Guaranty in a manner materially adverse to the Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (fi) provide for make any change in any Note Guaranty that would adversely affect the release Holder of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer Company and the Trustee may amend or supplement this IndentureFirst Supplemental Indenture (including Section 4.15 hereof), and the Notes or any of the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 7.04 and 6.07 7.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureFirst Supplemental Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 7.04 and 7.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive in writing compliance in a particular instance by the Company with any provision of this First Supplemental Indenture or the Notes. However, without the written consent of each Holder affected, an amendment or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal rate of or change or have the fixed maturity effect of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor; (d) make any Note Notes payable in money other than that stated in the Notes; (e) make any change in the provisions of this First Supplemental Indenture governing waivers protecting the right of past each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (f) after the rights Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of Holders the Company to receive payments make and consummate a Change of principal ofControl Offer in the event of a Change of Control, premium, if any, modify any of the provisions or interest on the Notesdefinitions with respect thereto; or (fg) provide for modify or change any provision of this First Supplemental Indenture or the release of any material Pledged Equity Interests (as such term is defined in related definitions affecting the Pledge Agreement) except in accordance with the terms subordination or ranking of the Security DocumentsNotes in a manner which adversely affects the Holders.

With Consent of Holders of Notes. Except as provided below With the consent of the Holders of not less than a majority in this Section 9.02aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Issuer Notes), the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer Subsidiary Guarantees or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Indenture or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other Notes; provided, however, that no such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of supplement or waiver shall, without the consent of the Holders as aforesaidHolder of each outstanding Note affected thereby (including, and upon receipt by without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Trustee Notes): (1) change the Stated Maturity of the documents described principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, (or the premium) or interest on, any Note; (3) change the place or currency of payment of principal of (or premium), or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment of principal or interest on or with respect to any Note when due, or waive any payment in Section 7.02 hereof, respect thereof except a default in payment arising solely from an acceleration of the Trustee shall join with Notes that has been rescinded; (5) modify any provisions of this Indenture relating to the Issuer in the execution modification and amendment of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwisethe waiver of past defaults or covenants which require each Holder’s consent; (6) amend any provisions relating to the redemption of the Notes (other than notice provisions), in which case it being understood that for the Trustee may in its discretionavoidance of doubt, but the provisions described under Section 4.10 and Section 4.13 shall not be obligated tocovered by this clause; (7) modify the Subsidiary Guarantees in any manner adverse to the Holders, enter into such amended or supplemental except in accordance with this Indenture; or (8) modify any of the provisions of this Indenture or other such amendmentthe related definitions affecting the ranking of the Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amendment or amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amendment or amended or supplemental Indenture or other indenture unless such amendment unless such or amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder): (a1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;, (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend the time for payment of interest, including default interest, interest on any Note;the Notes, (d3) reduce the principal of or change the Stated Maturity of the Notes, (4) reduce the premium payable upon the redemption of the Notes or change the time at which the Notes may be redeemed as described under Section 3.07 herein, (5) make any Note the Notes payable in money other than that stated in the Notes;, (e6) make any change in expressly subordinate the provisions of this Indenture governing waivers of past Defaults Notes or the rights Guarantees to any other Indebtedness of Holders the Issuer or any Guarantor, (7) impair the right of any holder to receive payments payment of principal of, premium, if any, or and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; , (8) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, or (f9) provide for modify any Guarantee in any manner adverse to the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsHolders.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 4.09, 5.06 and 5.07 hereof), the Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 7.04 and 7.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of the Guarantors (in the case of Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 10.02, the Trustee shall join with the Issuer Issuers and each of the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 7.04 and 7.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal stated rate of or change extend the fixed maturity stated time for payment of interest on any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate principal of or extend the time for payment Stated Maturity of interest, including default interest, on any Note; (d) reduce the premium payable upon the redemption of any Note as described above under Section 4.07, or change the time at which any Note may be redeemed as described above under Section 4.07, or make any change under Section 5.06 after the occurrence of a Change of Control, or make any change to the provisions relating to an Asset Disposition Offer that has been made, in each case whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) make any Note payable in money other than that stated in the NotesNote; (ef) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (g) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; (h) modify the Guarantees in any manner adverse to the holders of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (fi) provide for make any change to or modify the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms ranking of the Security DocumentsNotes that would adversely affect the Holders.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of this Indenture which cannot be amended without the Security Documents consent of each Holder of an outstanding Note) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (b) The Company may, andbut shall not be obligated to, with fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment shall have become effective by virtue of the principal ofrequisite percentage having been obtained prior to the date which is 90 days after such record date, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedany such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended amendment or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended amendment or supplemental Indenture or other supplement unless such amendment unless such amended or supplemental Indenture or other such amendment supplement directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental Indenture or other such amendment. supplement. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter change the date on which any Notes may be subject to redemption or repurchase, reduce the redemption or repurchase price of the Notes, or waive any of the provisions payment with respect to the redemption of the Notes (provided that except as would otherwise be permitted under this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof9.02(e)(ix)); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) waive a Default or Event of Default in the payment of principal, premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money currency other than that stated in the NotesU.S. dollars; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal ofprincipal, interest or premium, if any, or interest on the Notes; or; (fvii) provide for the release any Subsidiary Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the Security Documentsright to institute suit for the enforcement of any payment on or with respect to the Notes or the Subsidiary Guarantees; (ix) after the Company’s obligation to purchase the Notes arises under this Indenture, amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.19, including, in each case, amending, changing or modifying any definition relating thereto; (x) amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Subsidiary Guarantee in any manner adverse to the Holders of the Notes or any Subsidiary Guarantee; (xi) except as permitted by this Indenture, the Collateral Documents or the Intercreditor Agreement, release the Company or any Guarantor from the Collateral Documents or release all or substantially all the collateral granted thereunder; or (xii) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and a Subsidiary Guarantee, if any, issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.02, 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Subsidiary Guarantees, if any. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder): (ai) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.09 and 4.10 hereof); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) make any Note payable in money other than that stated waive a Default or Event of Default in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments payment of principal of, premium, if any, or interest on the Notes; or Notes (f) provide for the release except a rescission of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms acceleration of the Security Documents.Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or a

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Sixteenth Supplemental Indenture, any Guarantee or any Security Document and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Sixteenth Supplemental Indenture, the Notes Guarantees, the Security Documents or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Sixteenth Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The consent of the First Lien Collateral Agent shall not be necessary for any amendment, supplement or waiver to this Sixteenth Supplemental Indenture, except for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) change the stated maturity of the principal of, or installment of interest, if any, on, the Notes, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof; (2) change the currency in which the principal of (and premium, if any) or interest on such Notes are denominated or payable; (3) adversely affect the right of repayment or repurchase, if any, at the option of the Holder after such obligation arises, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the Redemption Date); (4) reduce the percentage of Holders whose consent is required for modification or amendment of this Sixteenth Supplemental Indenture or for waiver of compliance with certain provisions of this Sixteenth Supplemental Indenture or certain defaults; (5) modify the provisions that require Holder consent to modify or amend this Sixteenth Supplemental Indenture or that permit Holders to waive compliance with certain provisions of this Sixteenth Supplemental Indenture or certain defaults; (6) make any change to or modify the ranking of the Notes or the subordination of the Liens with respect to the Notes that would adversely affect the Holders; or (7) except as expressly permitted by this Sixteenth Supplemental Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes. In addition, without the consent of at least 75% in aggregate principal amount of Notes whose Holders must consent to then outstanding, an amendment, supplement or waiver;waiver may not: (b1) reduce the principal of modify any Security Document or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Sixteenth Supplemental Indenture governing waivers dealing with the Security Documents or application of past Defaults or the rights of Holders to receive payments of principal of, premium, if anytrust moneys, or interest on otherwise release any Collateral, in any manner materially adverse to the NotesHolders other than in accordance with this Sixteenth Supplemental Indenture, the Security Documents and the Intercreditor Agreements; or (f2) provide for modify any Intercreditor Agreement in any manner materially adverse to the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except Holders other than in accordance with the terms of this Sixteenth Supplemental Indenture, the Security DocumentsDocuments and the Intercreditor Agreements.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer NEHC accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer NEHC in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer NEHC shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer NEHC to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by NEHC with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.04 or 6.07 hereof; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or (h) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this 77 Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium or Liquidated Damages, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumor interest or premium or Liquidated Damages, if any, or interest on the Notes; or; (f7) provide for waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described in Sections 4.10 or 4.15); (8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the Security Documentsamendment and waiver provisions in clauses (1) through (8) of this Section 9.02.

With Consent of Holders of Notes. Except as provided in Section 9.01 hereof and below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Security Document, any related Guarantee and the Notes issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued hereunder may be waived with the consent (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment for notes) of the Holders of a majority in principal of, premium, if any, or interest on amount of the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of then outstanding Notes issued under this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt than notes beneficially owned by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended Company or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentAffiliates. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 or any Security Document to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Guarantees. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (not, with respect to any Notes issued hereunder and held by a non-consenting nonconsenting Holder):: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of Sections 3.09, 4.10 or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 4.15 hereof); (c3) reduce the rate of interest (other than Additional Interest) or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, interest or Additional Interest, if any, on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, interest or interest Additional Interest, if any, on the Notes; (7) make any change in this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or premium, if any, interest or Additional Interest, if any, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders thereof; or (f10) provide for except as expressly permitted by this Indenture, modify the release Guarantee of any material Pledged Equity Interests (Significant Subsidiary or any group of Guarantors that, taken together as such term is defined of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary in any manner adverse to the Pledge Agreement) except Holders of the Notes. Without the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with the terms of this Indenture and the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the 68 77 consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Holdings accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Holdings in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Holdings shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Holdings to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.2, 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by Holdings with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.9, 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.4 or 6.7 hereof; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or (h) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Obligors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents amended or supplemental Indenture with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Obligors accompanied by a resolution of the Board Resolution of Directors of each Obligors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Obligors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Obligors shall mail to the Holders holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Obligors to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingholders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Obligors with any provision of this Indenture or the Notes. However, without the consent of each Holder holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holderholder of Notes): (ai) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 than Sections 3.09 and 4.15 hereof); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any NoteNotes; (div) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders holders of Notes to receive payments of principal of, premium, if any, or interest on the Notes; or; (fvii) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests Note (as such term is defined other than a payment required by Sections 3.09 or 4.15 hereof); (viii) make any change in the Pledge Agreement) except foregoing amendment and waiver provisions. Notwithstanding the foregoing, at any time prior to the occurrence of a Change of Control or the accumulation by the Company of Excess Proceeds in accordance with excess of $10.0 million, the terms covenants described under Sections 3.09 and 4.15 hereof, as applicable, may be altered and any payment which may be required to be paid pursuant to these covenants may be waived by the holders of at least a majority of the Security Documentsprincipal amount of the Notes then outstanding, including consents obtained in connection with a tender offer or exchange offer for Notes.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(f), the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the Security Documents. Notes). (b) Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended amendment of or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.07, the Trustee shall join with the Issuer Company in the execution of such amended amendment of or supplemental supplement to this Indenture or other unless such amendment unless such amended of or supplemental supplement to this Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment of or supplement to this Indenture. (c) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental Indenture hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendment. Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date, provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended amendment of or supplemental supplement to this Indenture or waiver. Notwithstanding the foregoing, without . (f) Without the consent of each Holder affectedof an outstanding Note under this Indenture, an amendment no amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may: (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;waiver under this Indenture, (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (cii) reduce the rate of of, or extend the time for payment of of, interest, including default interestor Special Interest, if any, on any Note;Note issued under this Indenture, (diii) reduce the principal of, or extend the Stated Maturity of, any Note issued under this Indenture, (iv) make any Note payable in money other than that stated in the Notes;Note, (ev) impair the right of any Holder of the Notes to receive payment of principal and interest, including Special Interest, if any, on, such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes or any Subsidiary Guaranty, (vi) release any security interest that may have been granted in favor of the Holders of the Notes under this Indenture other than pursuant to the terms of such security interest, (vii) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant Section 3.07, (viii) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer, (ix) at any time after the Company is obligated to make an offer pursuant to Section 4.13, change the time at which such offer must be made or at which the Notes must be repurchased pursuant thereto, (x) make any change to the subordination provisions of this Indenture that would adversely affect the Holders of the Notes, or (xi) make any change in any Subsidiary Guaranty that would adversely affect the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms holders of the Security DocumentsNotes under this Indenture.

With Consent of Holders of Notes. Except as provided below in (i) the fourth and fifth paragraphs of this Section 9.029.02 and (ii) Sections 8.02, the Issuer 8.03 and the Trustee may amend or supplement this Indenture8.04 hereof, the Notes or any of the Security Documents in connection with clause (b) below, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for Notes), andthis Indenture, with such consent the Notes or the Guarantees may be amended or supplemented, and subject to Sections 6.02, 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsGuarantees may be waived. Upon receipt by the request Trustee of the Issuer a Company Request accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture authorized or other such amendment unless such amended or supplemental Indenture or other such amendment affects permitted by the Trustee's own rights, duties or immunities under terms of this Indenture or otherwiseand to make any further appropriate agreements and stipulations that may be therein continued, in which case but the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture that affects its own rights, duties or other such amendmentimmunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then Outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture, the Notes or the Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note or Guarantee held by a non-consenting nonconsenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverNotes; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Change of Control Offer; (c) reduce the rate of or extend change the time for payment of interestinterest or Liquidated Damages, including default interestif any, on any NoteNotes; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) waive a redemption or repurchase payment with respect to any Note; or (g) make any change in the foregoing amendment and waiver provisions of this Indenture governing waivers of past Defaults Article 9. Without obtaining any necessary consents under the Credit Facility, the Company may not amend or supplement the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined provisions contained in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 10 and Article 12 hereof.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and a Subsidiary Guarantee issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing default or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolutions of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 7.02 1.05 hereof, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Subsidiary Guarantees, if any. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder): (ai) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect other than provisions relating to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofcovenants described under Sections 4.09 and 4.10); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) make any Note payable in money other than that stated waive a Default or Event of Default in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in such Notes; (vi) make any change in Section 6.04 or 6.07; (vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.09 or Section 4.10); (viii) make any change in Article 10 or the subordination provisions of any Subsidiary Guarantee that would adversely affect the legal rights of the Holders of the Notes; or (fix) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms foregoing amendment and waiver provisions of the Security Documentsthis Article 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer Issuers and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 4.09, 5.06 and 5.07 hereof) and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 7.04 and 7.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 10.06 hereof, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 7.04 and 7.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverchange the Stated Maturity of any installment of principal of any Note; (b) reduce the principal rate of or change the fixed maturity Stated Maturity of any Note or alter or waive interest payment on any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate amount payable upon the redemption of or extend any Note or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time for payment of interest, including default interest, on any Noteat which it must thereupon be redeemed; (d) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (e) make any Note payable in money other than that stated in the NotesNote; (ef) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes or Note Guaranty, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment; (g) make any change in the provisions percentage of this Indenture governing waivers the principal amount of past Defaults the Notes whose Holders must consent to an amendment or waiver; (h) modify or change any provision affecting the rights ranking of the Notes or any Note Guaranty in a manner materially adverse to the Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (fi) provide for make any change in any Note Guaranty that would adversely affect the release Holder of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents amended or supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement amendment or waiversupplement; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter change the time at which any Note may or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof);redeemed, (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the Notes; (g) waive a redemption payment with respect to any Note; or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of this Indenture which cannot be amended without the Security Documents consent of each Holder of an outstanding Note) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (b) The Company may, andbut shall not be obligated to, with fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment shall have become effective by virtue of the principal ofrequisite percentage having been obtained prior to the date which is 90 days after such record date, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedany such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended amendment or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and, where applicable, Section 12.07 hereof, the Trustee shall join with the Issuer Company in the execution of such amended amendment or supplemental Indenture or other supplement unless such amendment unless such amended or supplemental Indenture or other such amendment supplement directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental Indenture or other such amendment. supplement. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company or Parent Guarantor with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter change the date on which any Notes may be subject to redemption or repurchase, reduce the redemption or repurchase price of the Notes, or waive any of the provisions payment with respect to the redemption of the Notes (provided that except as would otherwise be permitted under this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof9.02(e)(ix)); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) waive a Default or Event of Default in the payment of principal, premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money currency other than that stated in the NotesU.S. dollars; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal ofprincipal, interest or premium, if any, or interest on the Notes; or; (fvii) provide for the release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the Security Documentsright to institute suit for the enforcement of any payment on or with respect to the Notes or the Notes Guarantees; (ix) after the Company’s obligation to purchase the Notes arises under this Indenture, amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.19, including, in each case, amending, changing or modifying any definition relating thereto; (x) amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Notes Guarantee in any manner adverse to the Holders of the Notes or any Notes Guarantee; (xi) except as permitted by this Indenture, the Collateral Documents or the Intercreditor Agreement, release the Company or any Guarantor from the Collateral Documents or release all or substantially all the collateral granted thereunder; or (xii) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such amendment or supplement voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsGuarantees may be waived with the written consent of the Holders of a majority in principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class. Upon the written request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of at least a majority in principal amount of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 11.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class may waive in writing compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or the Guarantees. However, without the written consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendmenta modification, supplement amendment or waiverwaiver under this Indenture or make any other change in this clause (a) or clauses (b) through (h) below; (b) reduce the principal rate of or change or have the fixed maturity effect of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (c) reduce the principal of or change or have the effect of changing the Maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor; (d) make any Note Notes payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Note on or after the Notesdue date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (f) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate of Change of Control Offer in the event of a Change of Control Triggering Event or, after such Change of Control Triggering Event has recurred, modify any of the provisions or definitions with respect thereto; (g) modify or change any provision of this Indenture or the related definitions affecting the seniority or ranking of the Notes in a manner which adversely affects the Holders; or (fh) provide for release all or substantially all of the release Collateral from the Lien of any material Pledged Equity Interests the Security Documents (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of Article VIII and the Security Documents) or release all or substantially all of the value of the Guarantees (other than in accordance with Section 9.05 hereof).

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer this Indenture and the Trustee Notes may amend be amended or supplement this Indenture, the Notes or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer forfor the Notes). Notwithstanding the foregoing, without the consent of at least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or purchase oftender offer or exchange offer for, Notes), andno amendment, with such consent and subject supplement or waiver to Sections 6.04 and 6.07 hereof, this Indenture may waive make any existing Default or Event of Default (other than a Default or Event of Default change in the payment provisions of Sections 5.10 or 5.14 hereof that adversely affects the principal of, premium, if any, or interest on the rights of any Holder of Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.02(b) hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 7.04 and 7.07 hereof, the foregoingHolders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of of, premium, if any, or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 5.10 and 5.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, or Liquidated Damages, if any, on any Note; (d) waive a Default or Event of Default in the payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal ofprincipal, premium, if any, interest or interest Liquidated Damages, if any, on the Notes; (g) waive a redemption payment with respect to any Note (except as provided above with respect to Sections 5.10 or 5.14 hereof); or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined changes in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents (and related Note Guarantees) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes (and related Note Guarantees) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders of Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the Security Documents. requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Issuer Company accompanied by a resolutions of its Board Resolution of Directors authorizing the execution of any such amended amendment or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b), the Trustee shall join with the Issuer Company in the execution of such amended amendment or supplemental Indenture or other supplement unless such amendment unless such amended or supplemental Indenture or other such amendment supplement directly affects the Trustee's own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental Indenture or other such amendment. supplement. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, with respect to the Notes, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting non‑consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any of the provisions payment, with respect to the redemption of the Notes other than provisions relating to Sections 4.10 and 4.14 (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect except to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" extent provided in clause (or any other defined terms used in such definitionsix) contained in Section 1.01 hereofbelow); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the NotesU.S. dollars; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumor interest or premium or Additional Interest, if any, or interest on the Notes; or; (fvii) provide for the release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the Security Documentsright to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; (ix) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event in accordance with Section 4.14 after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (x) except as otherwise permitted under Section 4.18 and Section 5.01, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; (xi) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders of the Notes or any Note Guarantee; and (xii) make any change in the preceding amendment and waiver provisions.